Terms and Conditions

Invoice Terms and Conditions

All sales by CTrends (“Seller”) are subject to the following conditions in addition to those on the face hereof:

Seller warrants to Buyer that for a period of 30 days following the delivery of product to Buyer, the Products will be free from defects in material and workmanship and will function in substantial compliance with the manufacturer’s written specifications thereof. Buyer’s exclusive remedy shall, in any case, be limited, at the Seller’s election, to: A) Repair or replacement of the defective products; B) Refund of the purchase price thereof of C) Crediting of the same against future purchases by Buyer. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE BY SELLER WITH RESPECT TO THE PRODUCTS. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY THE SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL SELLER BE LIABLE FOR ANY LOST PROFITS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

All products shall be deemed and presumed to be acceptable to Buyer and in full compliance with the warranties made herein unless, within 30 days from the date of delivery, Buyer shall have notified Seller in writing to the contrary. Any claims for shortages or in transit damage must be made to Seller in writing within 10 days from the date of this invoice. All claims and returns must, moreover, be submitted to Seller’s facility using this invoice. All returns must be authorized in advance by Seller or on Seller’s Standard return authorization form.

All Products shall be shipped F.O.B. Seller’s facility and shall, except for any claim or lien, Seller returns for non- payment or other breach of terms, become the property of Buyer upon delivery to the carrier. Buyer shall assume all risk and liability for loss, damage or destruction after delivery to carrier.

Title to the Products shall pass to Buyer upon delivery to the carrier. Buyer agrees, however, that Seller shall retain a purchase money security interest in all Products and to any proceeds thereof, until the purchase price and any other charges due to Seller shall have been paid in full. Buyer agrees to execute any financing statement or other documents as Seller may request in order to perfect Seller’s security interest. Upon any default by Buyer hereunder, Seller shall have all rights and remedies of a secured party under the California Commercial Code, which rights and remedies shall be cumulative and not exclusive.

Seller makes no representation concerning patents, trademarks, trade names or service marks (collectively “Patents”) of any of its Products. Seller’s obligation for Patent infringement is expressly limited to any indemnification, which Seller’s vendor of the Products has agreed in writing to provide (or by operation of law has been deemed to provide) to Seller.

Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by Buyer or in Seller’s enforcement of any provision of this Agreement and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney’s fees.

Seller shall not be liable for any failure or delay in the performance of order or contracts or in the delivery or shipment of Products or for any damages suffered by Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference of embargoes, strikes, labor difficulties, shortage of labor, fuel, power, material or supplies, transportation delays, delays in deliveries by Seller’s vendors or any other cause or causes (whether or not similar in nature to any of those herein specified) beyond Seller’s control.

Enforcement of this Agreement shall be governed by the laws of the State of California. Any court action or proceeding of any nature whatsoever, in law or equity, for damages otherwise, related thereto shall be instituted only in the courts by the County of Orange, State of California and only such courts shall have jurisdiction of any such action or proceeding. By acceptance of the Products which are the subject of this Agreement, Buyer irrevocably consents to the personal jurisdiction of the California courts in connection with any such action or proceeding, and agrees that Orange County is the proper venue for such disputes.

Before any court action or any proceeding is filed by either party involved in this transaction, the parties will participate in a mandatory mediation, which will last a minimum of four hours.

This Invoice and the Terms and Conditions set forth herein constitute the entire Agreement between Seller and Buyer. If the terms and conditions of this Agreement differ in any way from the terms and conditions of Buyer’s purchase order or any other document submitted by Buyer, this Agreement shall govern and shall be not construed as a “counteroffer”. Buyer’s acceptance of the Products shall be conclusive presumption that Buyer has accepted all of the terms and conditions of this Agreement. No addition to or modification of any of the terms of this Agreement will be effective unless made in writing and signed by the Seller and Buyer.

If any dispute arises between you and Component Trends and a lawsuit is filed, the prevailing party will be entitled to recover their reasonable attorneys fees and costs, in addition to any other relief afforded.

Sales Order Terms and Conditions

Availability of all listed items is subject to reconfirmation.

The terms and conditions on the front of this Sales Order and attached documents cannot be altered unless agreed to, in writing, by CTrends (the Seller). Acceptance is expressly tied to the Terms and Conditions contained in this Sales Order, and in no event shall any of the Terms and Conditions contained in the Buyer's acceptance, whether by acknowledgement or otherwise, become part of this Sales Order. By acceptance of this Sales Order, Buyer hereby accepts all of the Sales Order Terms and Conditions. ORDER IS NON-CANCELABLE AND NON-RETURNABLE. ALL SHIPPING SCHEDULES, AFTER AGREED TO IN WRITING BY THE PARTIES, SHALL BE FINAL AND CANNOT BE MODIFIED UNLESS AGREED TO IN WRITING BY BOTH THE SELLER AND THE BUYER.

All sales by Seller are subject to the following conditions in addition to those on the face hereof:

Seller warrants to Buyer that for a period of 30 days following the delivery of product to Buyer, the Products will be free from defects in material and workmanship and will function in substantial compliance with the manufacturer's written specifications thereof.

A 1 year extended warranty, beyond the customary 30 day warranty given by the original manufacturer, will be given by Seller to Buyer for large orders of greater than _________. As a condition for this extended warranty, Buyer must first perform its own quality inspection and testing of the Products within 30 days of delivery to them, and confirm to Seller in writing within those 30 days, that the inspection and testing has been performed and the Buyer has found the products to meet minimum AQL.

Buyer's exclusive remedy shall, in any case, be limited, at the Seller's election, to: A) Repair or replacement of the defective products; B) Refund of the purchase price thereof of C) Crediting of the same against future purchases by Buyer. All defective product returns must be accompanied wit a third party failure analysis report unless previously agreed to in writing. THE FOREGOING WARRANTY IS THE ONLY WARRANTY MADE BY SELLER WITH RESPECT TO THE PRODUCTS. THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND BY THE SELLER, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL SELLER BE LIABLE FOR ANY LOST PROFITS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

All products shall be deemed and presumed to be correct and acceptable to Buyer and in full compliance with the quantities and specifications ordered, with all warranties made herein unless, within 30 days from the date of delivery, Buyer shall have notified Seller in writing to the contrary. Any claims for shortages or in transit damage must be made to Seller in writing within 10 days from the date of this invoice. All claims and returns must, moreover, be submitted to Seller's facility using this invoice. All returns must be authorized in advance by Seller or on Seller's Standard return authorization form." THERE SHALL BE NO OVER OR UNDER SHIPMENTS MADE, UNLESS THE PARTIES EXPRESSLY AGREE IN WRITING TO THE CONTRARY. AN OVER OR UNDER SHIPMENT SHALL BE CONSIDERED A SHIPMENT OF A QUANTITY OF MORE OR LESS THAN 5% OF THE ORDERED QUANTITY. IT IS AGREED THAT THE SELLER IS NOT IN BREACH IF ANY QUANTITY SHIPPED AND DELIVERED VARYS LESS THAN 5% FROM THE QUANTITY ORDERED.

Title to the Products shall pass to Buyer upon delivery to the carrier. Buyer agrees, however, that Seller shall retain a purchase money security interest in all Products and to any proceeds thereof, until the purchase price and any other charges due to Seller shall have been paid in full. Buyer agrees to execute any financing statement or other documents as Seller may request in order to perfect Seller's security interest. Upon any default by Buyer hereunder, Seller shall have all rights and remedies of a secured party under the California Commercial Code, which rights and remedies shall be cumulative and not exclusive.

Seller makes no representation concerning patents, trademarks, trade names or service marks (collectively "Patents") of any of its Products. Seller's obligation for Patent infringement is expressly limited to any indemnification, which Seller's vendor of the Products has agreed in writing to provide (or by operation of law has been deemed to provide) to Seller.

Buyer shall be responsible for all reasonable costs and expenses incurred by Seller in collection of any sums owing by Buyer or in Seller's enforcement of any provision of this Agreement and Seller shall not be obligated to make any further deliveries to Buyer. Such reasonable costs and expenses shall include, but not be limited to, reasonable attorney's fees.

Seller shall not be liable for any failure or delay in the performance of order or contracts or in the delivery or shipment of Products or for any damages suffered by Buyer by reason of such failure or delay, when such failure or delay is, directly or indirectly, caused by, or in any manner arises from fires, floods, accidents, riots, acts of God, war, governmental interference of embargoes, strikes, labor difficulties, shortage of labor, fuel, power, material or supplies, transportation delays, delays in deliveries by Seller's vendors or any other cause or causes (whether or not similar in nature to any of those herein specified) beyond Seller's control.

It is agreed that this Agreement has been made and entered into in Orange County, California and enforcement of this Agreement shall be governed by the laws of the State of California. By acceptance of the Products, Buyer irrevocably consents to the personal jurisdiction of California, and agrees that Orange County is the proper venue for any litigation disputes under this Agreement.

Before any court action or any proceeding is filed by either party involved in this transaction, the parties will participate in a mandatory mediation, which will last a minimum of four hours.

This Sales Order Confirmation and the Terms and Conditions set forth herein constitute the entire Agreement between Seller and Buyer. If the terms and conditions of this Agreement differ in any way from the terms and conditions of Buyer's purchase order or any other document submitted by Buyer, this Agreement shall govern and shall not be construed as a "counteroffer" of any kind. Buyer's acceptance of the Products shall be conclusive presumption that Buyer has accepted all of the terms and conditions of this Agreement. No addition to or modification of the terms of this Agreement will be effective unless made in writing and signed by both Seller and Buyer.

If any disputes arise between Seller and Buyer and a lawsuit is ultimately filed, the prevailing party shall be entitled to recover their reasonable attorney's fees and costs, in addition to any other relief afforded.

If any inconsistencies exist between this Sales Order and any Purchase Order the Buyer may have issued, the terms of this Sales Order shall govern.

Purchase Orders Terms and Conditions

Supplier agrees to provide to CTrends all the parts described in any purchase order, in accordance with these Terms and Conditions ("Agreement"). Upon acceptance of a purchase order , Supplier shall be bound by the provisions of this Agreement, including all provisions set forth on the face of any applicable purchase order, whether Supplier acknowledges or otherwise signs this Agreement or the purchase order, unless Supplier objects to such terms in writing prior to shipping the parts. To the extent that this Agreement might be treated as an acceptance of Supplier's prior offer, such acceptance is expressly made on condition of assent by Supplier to the terms hereof. Shipment of the parts by Supplier shall constitute such assent. The shipping schedules agreed to shall be final, and cannot be altered absent express agreement between the supplier and CTrends.

Supplier shall:

Use statistical techniques for product acceptance and related instructions issued by Component Trends.

Implement a quality management system that is compliant to the principles of an accredited quality management system standard e.g. - ISO 9001

Ensure that persons are aware of :

their contribution to product and service conformity

their contribution to product safety

the importance of ethical behavior

All parts must be in original factory sealed packaging, new and unused, unless otherwise approved & documented by CTrends. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. CTrends' purchase order number must appear on all shipping containers, packing sheets, delivery tickets, and bills of lading.

Supplier acknowledges that all orders are placed with the understanding that time is a crucial consideration. In the event Supplier fails to deliver the parts within the time specified, CTrends may, at its option, decline to accept performance and terminate the Agreement or may demand its allocable fair share of Supplier's available parts and terminate the balance of the Agreement. Any late or short shipments are subject for cancellation by CTrends without CTrends incurring any additional costs or obligations. Notice must be provided by the Supplier, within three (3) days after receipt of a purchase order from CTrends, which the Supplier is unable to supply the complete order by the date specified. Failure to provide notice within that time will cause the Supplier to be subject to any and all damages incurred by CTrends due to its failure to receive the ordered parts in a timely fashion.

Shipment shall by FOB Destination. Supplier assumes all risk of loss until receipt by CTrends. Title to the parts shall pass to CTrends upon receipt by it of the parts at the designated destination. If the parts ordered are destroyed prior to title passing to CTrends, CTrends may, at its option, cancel the Agreement or require delivery of substitute parts of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss or destruction of the parts is partial, CTrends shall have the right to require delivery of the parts not destroyed or lost.

All materials furnished are subject to inspection. CTrends and/or its customer shall have a reasonable time after receipt of the parts, and before payment, to inspect them for conformity hereto, and delivery hereunder shall not be deemed accepted until CTrends or the customer has run an adequate test to determine whether the parts conform to the specifications hereof. Use of a portion of the parts for the purpose of testing shall not constitute an acceptance of the whole, or any part of the shipment. If performance tendered does not wholly conform to the provisions hereof, CTrends shall have the right to reject the delivery. Nonconforming Goods will be returned to Supplier, freight collect, and risk of loss will pass to Supplier upon CTrends' delivery to the common carrier. If any items or articles are found at any time not to meet specifications, the lot or any faulty portion may be rejected. Before offering a lot, Supplier should eliminate any items that do not meet the requirements of the Purchase Order specifications. (i.e.: Exact Part Number, Date Code, Packaging, Labeling, Markings etc.) In the event of part failure, parts will not be sent to a 3rd party test house and the customers test paperwork will be the only paper work supplied for the RMA. If the customer cannot test the parts in a timely manner, the parts will be returned to Supplier with no penalty to CTrends.

If substandard/counterfeit parts are supplied to fill this order, said parts will be impounded indefinitely with no financial obligation of Component Trends to pay for the goods as counterfeit parts have no value. CTrends will also notify ERAI & GIDEP that substandard/counterfeit parts were supplied.

Supplier shall indemnify, hold harmless, and at CTrends' request, defend CTrends and its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses, and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the parts provided under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, or destruction or damage to any property; (ii) any claim based on the negligence, omissions, or willful misconduct of Supplier, and (iii) any claim by a third party against CTrends alleging that the parts provided under this Agreement, infringe a patent, copyright, trademark, trade secret, or other proprietary right of a third party.

Should CTrends' use, or use by its customers, of any parts purchased from Supplier be enjoined, be threatened by injunction, or be the subject of any legal or administrative proceeding or accusation, Supplier shall, at its sole cost and expense, either (a) substitute fully equivalent non-infringing parts or ; (b) obtain for CTrends or its customers the right to continue using the parts; or (c) if none of the foregoing is possible, refund all amounts paid for the infringing parts.

Supplier will acquire knowledge of Component Trends' Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Confidential Information in confidence during and following termination or expiration of this Agreement. Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein), and other material or information considered proprietary by CTrends relating to the current or anticipated business or affairs of CTrends which is disclosed directly or indirectly to Supplier. In addition, CTrends Confidential Information means any third party's proprietary or confidential information disclosed to Supplier in the course of providing parts to CTrends. Supplier may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Supplier provides prompt notice to CTrends of such requirement prior to disclosure.

The Courts of the County of Orange County, State of California, will have exclusive jurisdiction and venue of any dispute that arises out of or relating to this Agreement and purchase order.

California law will govern any dispute that arises out of or relates to this Agreement and purchase order.

Before any legal action is filed concerning this Agreement and purchase order, Supplier and Component Trends agree to participate in mediation before a neutral mediator prior to commencing suit, unless exigent circumstances exist, such as the need to file a request for injunctive relief.

If any dispute arises between you (supplier) and CTrends and a lawsuit is filed, the prevailing Party will be entitled to recover their reasonable attorneys' fees and costs.

The customer or the customer's representative will be afforded the right to verify at the supplier's premises and the organization's premises that subcontracted product conform to specified requirements.

This writing does not constitute a firm offer, and may be revoked at any time prior to acceptance. This Agreement may not be added to, modified, superseded, or otherwise altered, except by writing signed by an authorized CTrends representative. Any terms or conditions contained in any acknowledgment, invoice, or other communication of Supplier, which are inconsistent with the terms and conditions herein, are hereby rejected. If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

If any inconsistencies exist between this Purchase Order and any Sales Order or other documentation issued by the Supplier, the terms of this Purchase Order shall govern.

Q01 MANDATORY COMPANY APPROVAL OF SUPPLIER CHANGES
When specified on individual Purchase Orders, Company requires mandatory written approval for any change to supplier’s product or services.

Q02 OPTIONAL COMPANY SOURCE INSPECTION
Company reserves the right to inspect any and/or all work on this Purchase Order at the supplier’s facility. The supplier will be notified in advance of shipping date if Company source inspection is required.

Q03 QUALITY PROGRAM REQUIREMENTS
The seller shall have developed and maintain a quality program within the organization.

Q04 INSPECTION SYSTEM REQUIREMENTS
The seller shall have developed and maintain an inspection system within the organization.

Q05 NON-CONFORMING DOCUMENTATION
Any deviation to Company’s requirements set forth in this Purchase Order shall be documented and submitted to Company for disposition prior to product shipment from supplier’s facility.

Q06 PHYSICAL TEST REPORTS
Materials furnished in fulfillment of this order must be accompanied by copies of certified test reports of the physical properties of the material if available.

Q07 CERTIFICATION OF COMPLIANCE
The seller shall include with each shipment copies of a certifying statement that attests to the seller’s compliance with all the requirements of the Purchase Order. An authorized representative of the supplier shall sign the certificate.

Q08 RIGHT OF ENTRY / CUSTOMER ACCESS
Access to your facility (documents, personnel, equipment, material and facilities) shall be made available to CTrends, and/or our customers, to determine and verify the quality of the work, records, and material.

Q09 SUBCONTRACTING WORK
Seller is prohibited from subcontracting any portion of the work to be performed as specified in this Purchase Order, unless authorized by the buyer in writing.

Q10 RECORDS
Seller shall maintain records of manufacturing and trace ability of materials used in the fabrication of the product produced in fulfillment of this Purchase Order. The records shall be maintained for a period of 7 years after completion of the Purchase Order and be made available for review to the buyer upon request.

Q11 SUBSTANDARD PRODUCT
Seller shall not use parts procured out of China to fulfill any orders, unless prior approval has been given by CTrends. If suspect/counterfeit parts are furnished to fulfill our orders or are found in any of the goods delivered, such items will be impounded indefinitely with no financial obligation of CTrends to pay for the goods as counterfeit parts have no value. The Seller shall be liable for all reasonable costs relating to the removal and replacement of counterfeit parts.

Q12 HANDLING AND STORAGE
Seller shall have a system in place for proper MSL identification, handling & storage of parts.